SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

    [X]        Quarterly Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934
               For the Period Ended March 31, 1997
               
                                       or

    [ ]        Transition  Report  Pursuant to Section 13 or 15(d)
               of the  Securities Exchange Act of 1934
               For the Transition Period from _____ to _____

                         Commission File Number 1-10966

                           HEALTH PROFESSIONALS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Delaware                                        11-3076108
           --------                                        ----------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)

       515 East Las Olas Boulevard, Suite 1600, Fort Lauderdale, Fl 33301
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  954-766-2552
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X , No    .
                                      ---     ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class                                   Outstanding at April 30, 1997
-----------------------------------        -------------------------------------
Common Stock, $.02 par value                               4,722,000






                                      


<PAGE>









                           HEALTH PROFESSIONALS, INC.
                                AND SUBSIDIARIES


                                    I N D E X
                                    ---------

                                                                      Page No.
                                                                      --------
PART I - Financial Information


       Condensed Consolidated Balance Sheets,
       March 31, 1997 and September 30, 1996                           3 - 4

       Condensed Consolidated Statements of Operations,
      Three and Six Months Ended March 31, 1997 and 1996                 5

      Condensed Consolidated Statements of Cash Flows,
      Six Months Ended March 31, 1997 and 1996                           6

       Notes to Condensed Consolidated Financial Statements              7

      Management's Discussion and Analysis of Financial
       Condition and Results of Operations                             8 - 12

PART II - Other Information                                             13


















                                        2


<PAGE>



                  HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS




Assets                                            March 31,    September 30,
------                                            ---------    -------------
                                                    1997            1996
                                                    ----            ----


Current assets:
  Cash                                          $   39,000       $    49,000
  Accounts receivable, net                       4,143,000         3,425,000
  Inventory                                         87,000           108,000
  Prepaid consulting fees,
   current portion                                 115,000           115,000
  Prepaid expenses and other                        38,000            46,000
                                                ----------        ----------

      Total current assets                       4,422,000         3,743,000


Equipment, furniture & fixtures
  and leasehold improvements, net                1,148,000          1,338,00
Prepaid consulting fees, less
  current portion                                   91,000           145,000
Covenants not to compete, net                      302,000           419,000
Costs in excess of net assets
   of businesses acquired, net                   6,156,000         6,134,000
Other assets                                       450,000           463,000
                                               -----------       -----------

      Total                                    $12,569,000       $12,242,000
                                               ===========       ===========












            See notes to condensed consolidated financial statements.




                                        3


<PAGE>



                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                 March 31,     September 30,
Liabilities and Stockholders'                      1997             1996
-----------------------------                      ----             ----
Equity
------

Current liabilities:
  Accounts payable and accrued
    expenses                                   $ 4,037,000       $ 3,725,000
  Accrued salaries and payroll taxes               183,000           117,000
  Factoring line of credit                       1,362,000         1,100,000
  Current portion of long term debt                482,000           474,000
                                               -----------       -----------

    Total current liabilities                    6,064,000         5,416,000
                                               -----------       -----------

Long term debt, less current portion             2,079,000         1,519,000
                                               -----------       -----------



Stockholders' equity:
Serial preferred stock, $1 par value;
  Authorized  100,000  shares;  issued - none
Common  Stock - $.02  par  value; authorized
  25,000,000 shares; issued and
  outstanding 4,722,000 and
  4,554,000 respectively                            94,000            91,000
Additional paid-in capital                      43,537,000        43,280,000
  Less:  40,000 shares of
   Treasury Stock at cost                          (42,000)          (42,000)
Deficit                                        (39,163,000)      (38,022,000)
                                               ------------      ------------

Total stockholders' equity                       4,426,000         5,307,000
                                               -----------       -----------

      Total                                    $12,569,000       $12,242,000
                                               ===========       ===========



            See notes to condensed consolidated financial statements.




                                        4


<PAGE>


                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                          Three Months Ended             Six Months Ended
                                               March 31                       March 31        
                                          ------------------            ------------------
                                          1997            1996          1997          1996  
                                          ----            ----          ----           ----
<S>                                   <C>            <C>            <C>            <C>        
Operating revenue                     $ 2,331,000    $ 1,170,000    $ 4,251,000    $ 2,146,000
Operating revenue - related parties          --          611,000           --        1,585,000
Conversion and Sale of Securities            --          166,000           --          166,000
Interest and other income                    --           12,000          9,000         29,000
                                      -----------    -----------    -----------    -----------
                                        2,331,000      1,959,000      4,260,000      3,926,000
                                      -----------    -----------    -----------    -----------
Costs and expenses:
  Direct service expense                  948,000        858,000      1,967,000      1,801,000
  Selling, general and
    administrative expense              1,296,000      1,449,000      2,874,000      2,659,000
  Interest                                111,000        135,000        202,000        290,000
  Research and development                115,000         36,000        263,000        122,000

  Provision (recovery) for loss
    and other professional
    association revenues                   67,000       (436,000)        96,000       (895,000)
                                      -----------    -----------    -----------    -----------
                                      $ 2,537,000    $ 2,042,000    $ 5,402,000    $ 3,977,000
                                      -----------    -----------    -----------    -----------
  Net Income (Loss)                   $  (206,000)   $   (83,000)   $(1,142,000)   $   (51,000)
                                      ===========    ===========    ===========    ===========

Net earnings(loss) per share          $      (.04)   $       .00    $     (0.24)   $     (0.00)
                                      ===========    ===========    ===========    ===========
Weighted average number of
 common and common equivalent
 shares outstanding                     4,666,000      2,189,000      4,666,000      2,189,000
                                      ===========    ===========    ===========    ===========
</TABLE>


            See notes to condensed consolidated financial statements.





















                                        5


<PAGE>
   
                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                       Six Months Ended March
                                                       ----------------------
                                                        1997             1996
                                                        ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)                                $(1,142,000)     $    51,000
Adjustments to reconcile net earnings
 (loss) to net cash used in operating
 activities:
  Depreciation and amortization                        549,000          172,000
Provision (recovery) for bad debts                    (424,000)        (935,000)
Conversion of Debt to Equity                                          3,000,000
Purchase 0f Chairman's Physician Assoc                               (1,242,000)
Lease obligations                                      (28,000)          25,000
Discounts for Notes Payable                                              42,000
Change in assets and liabilities:
  (Increase) decrease in accounts
    receivable                                        (294,000)       1,079,000)
  (Increase) in inventory                               21,000           (3,000)
  (Increase) decrease in prepaid expenses
     and other                                          63,000         (132,000)
  (Increase) decrease in other assets                   13,000           28,000
Increase in accounts payable
  and accrued expenses                                 312,000          644,000
Increase (decrease) in accrued salaries
  and payroll taxes                                     66,000         (106,000)
                                                   -----------      -----------
NET CASH PROVIDED BY(USED IN)
          OPERATING ACTIVITIES                        (864,000)       2,521,000

INVESTING ACTIVITIES:
  Capital expenditures, net                               --             12,000
  Collection of Notes Receivable                          --            176,000
                                                   -----------      -----------
NET CASH PROVIDED BY INVESTING
   ACTIVITIES                                             --            188,000
                                                   -----------      -----------
FINANCING ACTIVITIES:
  Repayments of long term debt and
    current maturities, net                            (38,000)      (3,511,000
Proceeds from long-term borrowing                      630,000          659,000
Cash Received from (paid to)
            Factor, net                                262,000          200,000
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                                  854,000       (2,652,000)
                                                   -----------      -----------
NET INCREASE (DECREASE) IN CASH                        (10,000)          57,000

CASH AT BEGINNING OF PERIOD                             49,000           20,000
                                                   -----------      -----------
CASH AT END OF PERIOD                                   39,000      $    77,000
                                                   ===========      ===========

    
            See notes to condensed consolidated financial statements
                                        6

<PAGE>



                  HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
             Notes to Condensed Consolidated Financial Statements

1.  General
    -------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  considered  necessary for a fair  presentation  have been included.
Operating  results for the six months  ended March 31, 1997 are not  necessarily
indicative of the results that may be expected for the year ending September 30,
1997 .  These  statements  should  be read in  conjunction  with  the  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the fiscal year ended September 30, 1996.

2.   Litigation and other Contingencies
     ----------------------------------

      In 1993,  the SEC  advised  the  Company  that it had  commenced  a formal
investigation of potential  securities law violations in connection with certain
trading  activity  in  the  Company's   securities  and  has  requested  certain
information from the Company and certain of its officers in connection with that
investigation.  The Company and its officers have complied with these  requests.
In September  1996, the SEC settled its  administrative  proceedings  with HPI's
former  Chairman (who left the Company  effective  August,  1992) and others who
were  alleged to have  unlawfully  traded in HPI's  common  stock.  Neither  the
Company itself,  nor any of its current officers or directors were implicated in
the SEC investigation.






















                                        7


<PAGE>

                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
         Management's Discussion and Analysis of Financial Condition and
                              Results of Operations

BACKGROUND AND BUSINESS PLAN DEVELOPMENT

      CSI currently  operates six medical  clinic and research  sites located in
Florida (Fort Lauderdale,  Miami Beach),  California (Irvine,  Los Angeles,  San
Diego) and Illinois (Chicago).  The Company had Independent Practice Affiliation
(IPA)  agreements with  physician's  professional  corporations to utilize these
facilities  prior to January 1, 1996. On January 1, 1996, the Company  purchased
the  medical  practices  in Fort  Lauderdale  and Miami.  On April 1, 1996,  the
Company  purchased the medical  practice in Chicago.  On September 30, 1996, the
Company created a Management Service Organization in California, which purchased
the medical  practice  operations  in Irvine and on October 28, 1996 the Company
purchased medical practice  operations in Los Angeles,  which had not previously
been affiliated with the Company.  The San Diego medical practice continues it's
affiliation with the Company under an IPA agreement.

      Management believes that owning the Company's affiliated medical practices
or medical  practice  operations,  where  permitted  by law,  will  increase its
ability  to  deliver  comprehensive   integrated  medical  and  clinical  trials
services,  will result in more  cost-efficient  management  of the practices and
will allow better  utilization of its  standards-of  care  algorithms to improve
health care outcomes.

      The  transition  to  ownership  of  the  practices  has  unexpectedly  but
temporarily  impaired  practice  operations in Ft.  Lauderdale and Miami, with a
materially significant negative impact on revenues derived from those facilities
during  the later  half of fiscal  1996 and the first  quarter  of fiscal  1997.
Management  has been  working to restore  these  revenues  and expects  that its
marketing  efforts  will  result  in  continuing  improvement  in  the  practice
operations.

      In addition,  the Fort  Lauderdale and Miami sites will benefit from their
selection to  participate  in five large clinical  trials,  the Immune  Response
Corporation's  HIV-1  Immunogen  trial,  Bristol-  Myers Squibb's two lobucovair
trials and Dupont Merck's DMP-266 trial.  Patient recruitment to these trials is
expected to occur  during the second and third  quarters of fiscal 1997 and full
enrollment will have a material effect on revenues for those quarters.  Although
the Company has historically  achieved full enrollment into its clinical trials,
it can give no assurances full enrollment will be achieved.


      In addition, physician practices located in Florida,  California,  Kansas,
Virginia, Texas, Pennsylvania, Maine, Washington, DC and New York are affiliated
with the CSI network and utilize CSI services to varying degrees.





                                        8


<PAGE>




      The  Company's   principal  business  objective  is  to  extend  the  full
capabilities of its Information  Technologies  system (ITS) to all its currently
affiliated  sites  and to expand  the  number  of owned  and  affiliated  sites.
Management believes that this will increase its revenue base to meet its central
operating and development expenses and will then generate substantial  operating
profits. The extension of the ITS to all affiliated sites will allow the Company
to provide more  comprehensive  services to these sites,  thereby increasing the
revenue  earned from each.  The  expansion  of owned and  affiliated  sites will
create  further  market  outlets for the  Company's  services and allow  greater
market capture of the  underlying  populations  requiring  those  services.  The
expanded  network will be positioned to capture health  services  contracts as a
national managed care disease-specific  provider,  will provide larger economies
of scale, will provide more clinical data for medical and financial analysis and
will allow CSI to conduct larger clinical  trials.  The new Los Angeles site and
the new  clinical  trials  which  commenced  during this  quarter of fiscal 1997
represent the accomplishment in part of this objective.





RESULTS OF OPERATIONS
---------------------

      The  Company's  total  facilities  revenues are derived from  provision of
physician medical services (where allowed by law) practice management  services,
diagnostic  laboratory  services  and other  ancillary  medical  services to the
patients  of  medical  practices  owned  by CSI  and to  the  medical  practices
affiliated with CSI.

                           Three Months Three Months   Six Months     Six Months
                              Ended         Ended        Ended          Ended
                            Mar 31, 97  March 31, 96   Mar 31, 97     Mar 31, 96


Total Facilities Revenue     1,882,000    1,586,000     3,564,000      3,244,000

Clinical trials & Other        449,000      195,000       687,000        487,000
                             ---------------------------------------------------
                             2,331,000    1,781,000     4,251,000      3,731,000
                             ===================================================









                                        9


<PAGE>



      Total facilities revenues increased by $296,000 and $320,000 for the three
and six months ended March 31, 1997, as compared to the same period in 1996. The
increase  was  primarily  due to an increase in lab and  infusion  revenue.  The
increase in clinical  trials and other  revenue of $254,000 and $200,000 for the
three and six months ended March 31, 1997 is due to the continuing enrollment of
prior trials and the initiation of new contracts.


      Interest  and other  income  decreased by $20,000 for the six months March
31, 1997 as compared to the six months ended March 31, 1996. The decrease is due
to a  decrease  in the  note  receivable  from  the  sale  of  the  discontinued
operations.

      Direct service  expense as a percentage of operating  revenues was 41% and
46% for the three and six months  ended March 31,  1997,  as compared to 44% and
46% for the three and six months ended March 31, 1996.
   
      Selling,  general  and administrative  expenses decreased by $153,000(11%)
and increased by $215,000 (8%) for the three and six months ended March 31, 1997
as  compared  to the three and six  months  ended  March 31, 1996.  The increase
relates primarily to an increase  in  depreciation  and  amortization  and other
expenses related to the purchases  of the  various  clinics in fiscal  year 1996
and the purchase of the Los Angeles clinic in November of 1996.
    
       For the six months  ending  March 31,  1996,  the  Company  decreased  PA
Physician   Association   reserves   by   $895,000   due  to  an   increase   in
collateralization of the receivables provided by the Chairman of the Company and
by one of the former CSI  shareholders  who is now a director of the Company for
advances  and  other  professional  association  reserves  owed  by  them to the
Company.  The  reserve  balance  had been  established  in part for  advances of
start-up expenses to develop four of the Company's  affiliated medical practices
and for other  receivables due to the Company.  These  collaterized  receivables
have  since been paid in full.  This  compares  to an  increase  in the  reserve
balance at March 31,  1997 of $96,000 to reflect the  uncollaterized  portion of
receivables due from the professional corporations in California.

      Interest and factoring fees decreased by $24,000 and $88,000 for the three
and six months ended March 31, 1997, as compared to the three months ended March
31, 1996. The decrease was primarily  related to the decrease in interest due to
CSI shareholders and to a decrease in factoring expenses.

      The Company  incurred  research and  development  expenses of $115,000 and
$263,000  for the three and six months  ended  March 31,  1997,  as  compared to
$36,000 and $122,000 for the three and six months ended March 31, 1996.









                                       10


<PAGE>



      The Company  sustained a loss from  continuing  operations of $206,000 and
$1,142,000  for the three and six months ended March 31, 1997,  as compared to a
loss of $83,000 and $51,000 for the three and six months  ended March 31,  1996.
The results for the three and six months ended March 31, 1996 were significantly
impacted by reversal of reserves of $436,000 and $895,000.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      As of March 31, 1997, the Company had  stockholders'  equity of $4,426,000
and a working capital deficit of $1,642,000 as compared to stockholders'  equity
of $2,779,000 and working capital deficit of $583,000 at March 31, 1996.

      The Company used cash in its operating activities of $864,000 and provided
for cash of  $2,521,000  for the three months ended March 31, 1997 and March 31,
1996.  The  cash  used was  primarily  as a result  of the net  loss.  Financing
activities consist of cash from the proceeds of convertible  debentures and cash
received from the Factors. The Company anticipates that cash will continue to be
used in its operating activities during the remainder of fiscal 1997.

      CSI and certain  medical  professional  associations  under  contract with
subsidiaries  of CSI  are a  party  to a  $2,500,000  factoring  agreement.  The
agreement  provides  for  factoring of eligible  receivables  of which funds are
advanced  by the factor at 2% over prime.  Management  believes  that  available
cash,  including  available  borrowings  from the  factoring  agreement  will be
sufficient  to satisfy the Company's  working  capital  requirements  for fiscal
1997.

      The  Company  is   continuing   its  efforts  to  expand  its  network  of
company-owned  facilities  and  is  acquiring  established  physician  practices
despite its deficit in working capital.  Certain start-up and acquisition  costs
increase  the  Company  deficit  in  working  capital,   which  deficits  should
ultimately be offset by increased  clinical  services revenues and revenues from
clinical  research trial contracts that the Company has recently  received.  The
research  studies  include the Immune  Response  Corporation's  HIV-1  Immunogen
trial, Bristol-Myers Squibb's Lobucovair trials and Dupont Merck's DMP-266.

      The   Company   has    restructured   and   consolidated   its   personnel
responsibilities  over the last  several  months to reduce  the salary and other
related  expenses and to improve the  efficiency of its  operations.  Salary and
benefit  savings from these changes have commenced from this quarter and will be
fully recognized in the third quarter of fiscal 1997. For the fiscal year ending
September 30, 1997, the Company  expects a net reduction of salaries and related
expenses,  after  certain  salary  increases,  of  approximately  $383,000  with
annualized savings of approximately $532,000.





                                       11


<PAGE>


      In order to continue as a going concern in 1997, the Company must generate
cash flow from  operations,  continue its arrangement  with the Company's factor
(in connection therewith the Company's Chairman has provided the Factor with his
personal guarantee), produce additional revenues from its previously established
and new medical  facilities,  its new clinical  trials or raise  additional cash
from the sale of stock or debt. No  assurances  can be made that the Company can
obtain  additional  sources of capital or that  operations can produce  positive
cash flow in the  immediate  term.  The Company is  continually  evaluating  all
options   available  to  it,  including  but  not  limited  to  continued  staff
reductions, working with vendors to obtain extended credit terms, curtailment of
certain  operations,  increasing  revenues at existing facilities and protection
under creditor's rights laws.

      Impact of Inflation
      -------------------

      The cost of the Company's  operations  are not  significantly  affected by
inflation.  The Company  believes  that the shift from  commercial  insurance to
managed  care  contracts  will have the  impact of  increasing  direct  costs in
relation to revenues as certain of the rates charged for the Company's  services
are expected to decline.

      Other
      -----

      The  Company  does not  anticipate  making any  material  expenditures  in
connection with  environmental  or occupational  safety  regulation  compliance.
Although the Company anticipates opening additional facilities in the future, it
has not made any material  capital  expenditure  commitments  as of this date in
connection with those potential facilities.



















                                       12


<PAGE>


                 HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES


                         PART II - OTHER INFORMATION


Item 4.

Item 6.           Exhibits and Reports on Form 8-K
                  --------------------------------



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                   HEALTH PROFESSIONALS, INC.
                                   --------------------------
                                          Registrant




May 19, 1997                       /s/ William M. Reiter
                                   -------------------------- 
                                   William M. Reiter, M.D.
                                   President and Chief
                                   Executive officer




May 19, 1997                       /s/ Gary M. Cedeno
                                   -------------------------
                                   Gary M. Cedeno
                                   Principal Accounting Officer





                                       13